NOTICE · Companies Act, 2013, and the Rules made thereunder, including any amendment,...

LIC Housing Finance Limited Annual Report 2018-19 1

NOTICE

NOTICE IS HEREBY GIVEN THAT THE THIRTIETH ANNUAL GENERAL MEETING OF THE MEMBERS OF LIC HOUSING FINANCE LIMITED WILL BE HELD AT “M. C. GHIA HALL”, BHOGILAL HARGOVINDAS BUILDING, 4th FLOOR, 18 / 20 KAIKHUSHRU DUBASH MARG, BEHIND PRINCE OF WALES MUSEUM, MUMBAI – 400 001 ON WEDNESDAY, 28th AUGUST, 2019 AT 3.00 P.M. TO TRANSACT THE FOLLOWING BUSINESS :

ORDINARY BUSINESS:1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2019,

together with the reports of the Board of Directors and Auditors thereon; and the audited consolidated financial statements for the financial year ended 31st March, 2019 together with the report of the Auditors thereon.

2. To declare dividend on equity shares for the financial year 2018-19.

3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution for appointment of Non-Executive Director of the Company:

“RESOLVED THAT Shri P. Koteswara Rao (DIN-06389741) who has been re-designated as Non Independent Director (Non-Executive) with effect from 4th May, 2019 retires by rotation and being eligible offers himself for appointment and in respect of whom, the Company has received a Notice in writing from a Member pursuant to Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152(6) and other applicable provisions, if any of the Companies Act, 2013, and the Rules made thereunder, including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the Companies Act, 2013, for the time being in force, Shri. P. Koteswara Rao (DIN-06389741) be and is hereby appointed as Non Independent Director (Non-Executive) of the Company.”

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, including any statutory modification, or re-enactment there of, Gokhale & Sathe, Chartered Accountants, Mumbai (Registration No.: 103264W) and M. P. Chitale & Co., Chartered Accountants, Mumbai (Registration No.: 101851W), be and are hereby appointed as Joint Statutory Auditors of the Company to hold the office from the conclusion of this Thirtieth Annual General Meeting until the conclusion of the Thirty Fifth Annual General Meeting on a remuneration of ` 26,20,000/- each plus applicable taxes /cess on the said remuneration per annum subject to ratification by the members of the Company at intermittent Annual General Meetings, for the purpose of audit of the Company’s accounts at the Corporate Office along with consolidated accounts as well as at all Back Offices to be allotted between them in consultation with the management.”

SPECIAL BUSINESS:5. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution for

issuance of Redeemable Non-Convertible Debentures and / or other hybrid instruments on a private placement basis:

“RESOLVED THAT in terms of the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013, the Housing Finance Companies Issuance of Non-Convertible Debentures on a private placement basis (NHB) Directions, 2014, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Simplified Listing Agreement for Debt Securities, including any amendment, modification, variation or re-enactment to any of the forgoing and other applicable guidelines, directions or laws, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include any committee duly constituted by the Board, from time to time, to exercise its powers conferred by this resolution), to issue Redeemable Non-Convertible Debentures (NCDs) secured or unsecured, and / or any other hybrid instruments which can be classified as being Tier II capital under the provisions of the Housing Finance Companies (NHB) Directions, 2010, for cash either at par, premium or discount to the face value, upto an aggregate amount not exceeding ` 49,500/- Crore (Rupees Forty Nine Thousand Five Hundred Crore only) under one or more shelf disclosure documents (including any shelf disclosure document as may have already been approved and issued by the Company) and / or under one or more letters of offer as may be issued by the Company, and in one or more series / tranches, during the period commencing from the date of this Meeting upto the date of next Annual General Meeting, on a private placement basis and on such terms and conditions as the Board may deem fit and appropriate for each series / tranche, as the case may be.”

LIC Housing Finance Limited Annual Report 2018-192

NOTICE

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties , issues or doubts that may arise with regard to the said matter as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee of Directors and / or Director(s) and / or Officer(s) of the Company, to give effect to this resolution.”

6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution for appointment of Non-Executive Director and Chairman of the Company:

“RESOLVED THAT Shri M. R. Kumar (DIN 03628755) who has been appointed as an Additional Director (Non-Executive) as Nominee of LIC of India, in accordance with Articles 143 of the Article of Association of the Company pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the Companies Act, 2013, for the time being in force and in terms of Articles 141 and 143 of the Articles of Association of the Company with effect from 25th March, 2019 and holds office until the date of this AGM , be and is hereby appointed as Director (Non-Executive) of the Company for such period as may be decided by LIC of India and Board of LIC Housing Finance Limited subject to the limit as per the Companies Act, 2013,who shall not be liable to retire by rotation and in respect of whom, the Company has received a Notice in writing from a Member pursuant to Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, not liable to retire by rotation”.

“RESOLVED FURTHER THAT Shri M. R. Kumar who has been appointed as Chairman of the Company in accordance with Article 176 of the Articles of Association of the Company with effect from 25th March, 2019 till such period as decided by LIC of India from time to time and based on the recommendation of the Nomination & Remuneration Committee in concurrence with consideration of terms of ‘Fit and Proper’ criteria adopted by the Board on 10th March, 2017 pursuant to NHB notification No.NHB.HFC.CG-DIR.1/MD&CEO/2016 dated 9th February, 2017 be and is hereby appointed as Non-Executive Chairman of the Company with effect from 25th March, 2019 till such period as may be decided by LIC of India and the Board subject to the limit as per the Companies Act, 2013, not liable to retire by rotation”.

“RESOLVED FURTHER THAT General Manager (Taxation) & Company Secretary be and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings, obtain necessary approvals from shareholders, Government of India and / or such other Government or other authorities as may be required by the Companies Act, 2013 or any other law for the time being in force, as may be necessary to carry out the aforesaid resolution”.

“RESOLVED FURTHER THAT General Manager (Taxation) & Company Secretary be and is hereby authorised to file necessary forms / returns with the Registrar of Companies/MCA and to make necessary entries in the statutory registers to that effect and also to do all act(s), deed(s) or thing(s) as may be required in this regard.”

7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution for re-appointment of Independent Director of the Company.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 made thereunder, including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the Companies Act, 2013 and Regulation 17 and other applicable regulations of the Listing Regulations, 2015 as amended from to time, based on the recommendation of the Nomination & Remuneration Committee in concurrence with consideration of terms of ‘Fit and Proper’ criteria adopted by the Board on 10th March, 2017 pursuant to NHB notification No.NHB.HFC.CG-DIR.1/MD&CEO/2016 dated 9th February, 2017, Dr. Dharmendra Bhandari (DIN-00041829) who was appointed as an Independent Director at the Twenty Sixth Annual General Meeting of the Company with effect from 19th August, 2014 and who holds office upto 18th August, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 along with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015 and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of Director be and is hereby re-appointed as an Independent Director of the Company, to hold office for a second term commencing with effect from 19th August, 2019 to 18th August, 2024 not liable to retire by rotation.”




8. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution for appointment of Independent Director (Non-Executive) of the Company:

“RESOLVED THAT Shri Kashi Prasad Khandelwal (DIN-00748523) who has been appointed as an Additional Independent Director (Non-Executive) of the Company by the Board of Directors with effect from 1st July, 2019 and holds office upto the date of this Annual General Meeting in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof and in respect of whom, the Company has received a Notice in writing from a Member pursuant to Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of Director be and is hereby appointed as Independent Director (Non-Executive) of the Company in terms of Section 149, not liable to retire by rotation.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 read with Schedule IV to the Companies Act, 2013 and Regulation 17 and other applicable regulations of the Listing Regulations, 2015 as amended from time to time and, for the time being in force, based on the recommendation of the Nomination & Remuneration Committee in concurrence with consideration of terms of ‘Fit and Proper’ criteria adopted by the Board on 10th March, 2017 pursuant to NHB notification No.NHB.HFC.CG-DIR.1/MD&CEO/2016 dated 9th February, 2017, Shri Kashi Prasad Khandelwal (DIN-00748523) who meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015 and who has submitted a declaration to that effect be and is hereby appointed as an Independent Director of the Company, to hold office as such for a period of five consecutive years commencing with effect from 1st July, 2019 upto 30th June, 2024, not liable to retire by rotation.”

“RESOLVED FURTHER THAT General Manager (Taxation) & Company Secretary be and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings, obtain necessary approvals from shareholders, Government of India and / or such other Government or other authorities as may be required by the Companies Act, 2013 or any other law for the time being in force, as may be necessary to carry out the aforesaid resolution”


9. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution for appointment of Non Independent Director (Non-Executive) of the Company:

“RESOLVED THAT Shri Sanjay Kumar Khemani (DIN-00072812) who has been appointed as an Additional Non Independent Director (Non-Executive) of the Company by the Board of Directors with effect from 1st July, 2019 and holds office upto the date of this Annual General Meeting under Section 161 of the Companies Act, 2013 and any other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof, and in respect of whom, the Company has received a Notice in writing from a Member pursuant to Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of Director be and is hereby appointed as Non Independent Director (Non-Executive) of the Company, liable to retire by rotation.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of the Companies Act, 2013, and the Rules made thereunder, including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the Companies Act, 2013, for the time being in force, based on the recommendation of the Nomination & Remuneration Committee in concurrence with consideration of terms of ‘Fit and Proper’ criteria adopted by the Board on 10th March, 2017 pursuant to NHB notification No.NHB.HFC.CG-DIR.1/MD&CEO/2016 dated 9th February, 2017, Shri Sanjay Kumar Khemani (DIN-00072812) be and is hereby appointed as Non Independent Director (Non-Executive) of the Company liable to retire by rotation”.



NOTICE


10. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution for approving the increase in limits of borrowing by the Company:

“RESOLVED THAT in supersession of the earlier resolution passed at the Twenty Ninth Annual General Meeting held on 20th August, 2018, consent of members of the Company be and is hereby accorded pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, including any amendment, modification, variation or re-enactment thereof and the Articles of Association of the Company to the Board of Directors to borrow from time to time, all such sums of moneys as it may deem requisite, necessary or expedient, for the purpose of business of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) and remaining outstanding at any point of time will exceed the aggregate of the paid-up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose; provided that the total amount upto which monies may be borrowed by the Board of Directors of the Company and which shall remain outstanding at any given point of time shall not exceed the sum of ` 4,00,000/- crore (Rupees Four Lakh crore only) in aggregate or the limit set out by the National Housing Bank from time to time whichever is lower”.

“RESOLVED FURTHER THAT the Board of Directors and / or Managing Director & CEO be and is hereby authorised to constitute a committee consisting of Directors or Officials of the Company and delegate the authority to the said committee to arrange or fix the terms and conditions of all such borrowing, from time to time, viz. terms as to interest, repayment, security or otherwise as it may deem fit and to sign and execute all such documents, deeds and writings and to do all such acts, deeds, matters, things and writings as may be deemed necessary, expedient ,desirable and incidental thereto and to delegate all or any of its powers herein conferred to any Committee of Director(s) to give effect to the aforesaid Resolution.”

“RESOLVED FURTHER THAT in supersession of the earlier resolution passed at the Twenty Ninth Annual General Meeting held on 20th August, 2018, the consent of the Members of the Company be and is hereby accorded pursuant the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder including any statutory modification, or re-enactment thereof, to the Board of Directors of the Company (hereinafter referred to as ‘the Board’) which term shall be deemed to include any Committee of Directors duly constituted by the Board to exercise its powers conferred by this resolution, to mortgage, create charges or hypothecation as may be necessary, on such of the assets of the Company, both present and future, movable as well as immovable including the Company’s interest as mortgagee in the various properties belonging to the borrowers of the Company and further to issue covenants for negative pledges / negative liens in respect of the said assets and properties in such manner as the Board may direct, and for the said purpose, to do and perform all such acts, deeds, matters and things as may be necessary, desirable or expedient and further to execute the required documents including powers of attorney in favour all or any of the persons, firms, bodies corporate, banks, financial institutioPPPPns etc., as and by way of security for the due repayment of the sums of money together with interest and other monies due thereon, if any, already borrowed or to be borrowed by the Company within the overall limits of the borrowing powers of the Board as determined from time to time by the Members of the Company, pursuant to Section 180(1)(c) of the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise with the lending agencies / debenture trustees / financial institutions, the documents / agreements / undertakings for creating the aforesaid mortgages, charges and / or hypothecations and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the aforesaid documents / agreements / undertakings and to do all such acts and things and to execute all such documents, deeds and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in respect thereof or in this regard, as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee of Directors and / or Director(s) and / or Officer(s) of the Company, to give effect to this resolution.”

“RESOLVED FURTHER THAT General Manager (Taxation) & Company Secretary be and is hereby authorised to file necessary agreements / returns / forms with the Registrar of Companies / MCA, consult practicing professionals, appoint Company’s Registrar & Share Transfer Agent to remunerate them by way of fees, charges and reimbursement of other expenses incurred on behalf of the Company or raised in the name of the Company”.

By Order and on behalf of the BoardNITIN K. JAGE

General Manager (Taxation) &Company Secretary


1st July, 2019

Registered Office:

Bombay Life Building, 2nd Floor,

45/47, Veer Nariman Road,

Mumbai 400 001.

CIN : L65922MH1989PLC052257

Website: www.lichousing.com

Phone No.:+91 22 22178611

Fax No.: +91 22 22178777

Email: [email protected]

NOTES:

(1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (‘THE MEETING’) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE PROXY FORM TO BE VALID AND EFFECTIVE SHOULD BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE, DULY STAMPED, COMPLETED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

(2) A Proxy shall not have a right to speak at the Meeting and shall not be entitled to vote except on a poll.

(3) A person appointed as Proxy may act on behalf of not more than 50 Members and holding not more than 10 percent of the total share capital of the Company carrying voting rights. However, a Member holding more than 10 percent of the total share capital of the Company carrying voting rights may appoint a single person as Proxy and such person shall not act as Proxy for any other person or Member.

(4) The Explanatory Statement as required under Section 102 of the Companies Act, 2013, in respect of Item Nos. 3 to 10 of the Notice convening the Meeting is annexed hereto.

(5) Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 20th August, 2019 to Wednesday, 28th August, 2019 (both days inclusive) for the purpose of payment of dividend.

(6) The dividend on equity shares, if declared at the meeting, will be paid on or after 28th August, 2019 but within 30 days from the date of declaration:

a. to those members holding shares in physical form, whose names would appear on the Register of Members of the Company, at the close of business hours on Wednesday, 28th August, 2019 after giving effect to all valid transfers in physical form lodged with the Company on or before Monday, 19th August, 2019 and

b. in respect of the shares held in electronic form, on the basis of the details furnished by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) at the close of business hours on Monday, 19th August, 2019.

(7) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

(8) In accordance with the provisions of the Regulation 36(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), a brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, disclosure of relationship between directors inter-se, names of listed companies in which he holds the directorship and membership / chairmanship of committees of directors, shareholding of non-executive director is set out in this Notice.

(9) In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, this Notice and the Annual Report of the Company for the financial year 2018-19 are being sent by e-mail to those Members who have registered their e-mail address with the Company in respect of shares held in physical form or with their Depository Participant (DP) in respect of shares held in electronic form and made available to the Company by the Depositories.


NOTICE

(10) The Annual Report for financial year 2018-19 of the Company is being circulated to the Members of the Company, is also available on the Company’s website at www.lichousing.com and also on the website of the respective Stock Exchanges at www.bseindia.com and www.nseindia.com.

(11) In terms of the provisions of Section 107 of the Companies Act, 2013, since the resolutions as set out in this Notice are being conducted through e-voting, the said resolutions will not be decided on a show of hands at the Meeting.

(12) Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the Meeting.

(13) Members holding shares in electronic form may please note that dividend in respect of the shares held by them will be credited to their bank account as per the details furnished by the respective Depositories to the Company as per the applicable regulations of the Depositories. The Company will not be in a position to entertain any request received from such members directly for change / deletion in their bank details. Further, instructions, if any, already given by Members in respect of shares held in physical form will not be automatically applicable to the dividend payable on shares held in electronic form. Members may therefore give instructions regarding change in bank accounts in which they wish to receive dividend, to their DP directly.

(14) The Company proposes the payment of dividend, if declared, through National Electronic Fund Transfer (NEFT), National Electronic Clearing Services (NECS) or by way of dispatch of physical dividend warrants with bank details if furnished by the Members. Members holding shares in physical mode are advised to immediately submit the NEFT / Bank Details alongwith IFSC to the Company’s Registrar and Transfer Agent (R & T Agent)– Sharex Dynamic (India) Private Limited (SDIL) or notify the changes, if any, to SDIL and Members holding the shares in dematerialization mode are advised to submit the bank details alongwith IFSC or notify the changes, if any, in their bank details to their respective DP. NECS mandate form can be obtained on request from the R&T Agent to enable the shareholders to update their address and bank particulars and ensure timely and faster credit of dividend to their bank account.

(15) Members are requested to bring the enclosed Attendance Slip duly filled to the meeting alongwith their copy of the Annual Report. Members who hold shares in dematerialized form are requested to provide their DP Id and Client Id for verification / identification.

(16) As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available to the Members in respect of the shares held by them. Nomination forms can be obtained from the Company’s R & T Agent – SDIL.

(17) Members holding shares in the same set of names under different ledger folios are requested to apply for consolidation of such folios along with relevant share certificates to the Company’s R & T Agent- SDIL.

(18) Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, Rules made thereunder and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF) as constituted by the Central Government. The Company had accordingly transferred on due date unclaimed dividend of ` 82.10 lakh for the financial year 2010-11 to IEPF.

Reminders are being sent to those Members having unpaid / unclaimed dividends before transfer of such dividend to IEPF. Details of the unpaid/unclaimed dividend are uploaded as per the requirements, on the website of the Company i.e. www.lichousing.com and the same was also filed with MCA.

Members are requested to claim their unclaimed dividend, if any, and for the purpose may correspond with the Company Secretary or the R & T Agent. Information in respect of unclaimed dividend for the financial year 2011-12 which is due for transfer to the IEPF is given below:

Financial Year ended Date of Declaration Due for Transfer

2011-12 24/07/2012 03/09/2019

Members who have not yet encashed the dividend warrants for any of the financial years from 2012-13 to 2017-18 are once again requested to make their claims immediately to the Company or the Company’s R & T Agent - SDIL for issuance of duplicate / revalidated dividend warrant/s.


Members to further note that as per the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, (“IEPF Rules”) the shares in respect of which the dividend has not been claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority. Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules made thereunder, the Company has transferred in aggregate 97,169 Equity Shares of face value of ` 2/- each to designated Demat Account of IEPF Authority in respect of which the dividend remained unclaimed for a period of seven consecutive years i.e. from 2010-11 till the due date of 30th August, 2018 after following the prescribed procedure.

Further, all the shareholders, who have not claimed / encashed their dividends in the last seven consecutive years starting from financial year 2011-12, are requested to claim the same by 30th July, 2019. In case valid claim is not received by that date, the Company shall proceed to transfer the respective shares to the IEPF account as per the provisions of IEPF Rules. The Company shall however also inform the concerned shareholders individually and shall also publish the notice in this respect in the newspaper pursuant to the provisions of IEPF Rules. The details of such shareholders and equity shares transferred to IEPF will be uploaded on the website of the Company.

(19) Members who have not registered their e-mail addresses so far are requested to register their e-mail address with their DP in case shares are held in electronic form and with the Company’s R & T Agent - SDIL in case shares are held in physical form so that they can receive the Annual Report and other communication from the Company electronically.

(20) The Members desiring any information as regards to accounts are requested to write to the Company at an early date, so as to enable the Company to keep the information ready.

(21) As a measure of economy and to support ‘Green Initiative’, copies of Annual Report will not be distributed at the Meeting.

(22) Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat account. Members holding shares in physical form shall submit their PAN details to the Company or to the R & T Agent - SDIL. SEBI has also mandated that for registration of transfer of securities, the transferor(s) and transferee(s) shall furnish a copy of their PAN card to the Company for registration of transfer of securities.

Voting through electronic means:In compliance with the provisions of Regulation 44 of the Listing Regulations, 2015 and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Company is offering e-voting facility to all its Members to enable them to exercise their right to vote on all matters listed in this Notice by electronic means.

For this purpose, the Company has entered into an agreement with Link Intime India Private Limited for facilitating e-voting.

Information to shareholders for voting electronically:Log-in to e-Voting website of Link Intime India Private Limited (LIIPL)

1. Visit the e-voting system of LIIPL. Open web browser by typing the following URL: https://instavote.linkintime.co.in.

2. Click on “Login” tab, available under ‘Shareholders’ section.

3. Enter your User ID, password and image verification code (CAPTCHA) as shown on the screen and click on “SUBMIT”.

4. Your User ID details are given below:

a. Shareholders holding shares in demat account with NSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID

b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 Digit Beneficiary ID

c. Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company


NOTICE

5. Your Password process are given below:

If you are using e-Voting system of LIIPL: https://instavote.linkintime.co.in for the first time or if you are holding shares in physical form, you need to follow the steps given below:

Click on “Sign Up” tab available under ‘Shareholders’ section register your details and set the password of your choice and confirm (The password should contain minimum 8 characters, with at least one special character, at least one numeral, at least one alphabet and at least one capital letter).

For Shareholders holding shares in Demat Form or Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both

demat shareholders as well as physical shareholders).

• Members who have not updated their PAN with depository Participant or in the company record are requested to use the sequence number which is printed on Ballot Form / Attendance Slip indicated in the PAN Field.

DOB/ DOI Enter the DOB (Date of Birth)/ DOI (Date of Incorporation) as recorded with depository participant or in the company record for the said demat account or folio number in dd/mm/yyyy format.

Bank Account Number Enter the Bank Account number as recorded in your demat account or in the company records for the said demat account or folio number.

• Please enter the DOB/ DOI or Bank Account number in order to register. If the above mentioned details are not recorded with the depository participants or Company, please enter Folio number in the Bank Account number field as mentioned in instruction 4.c. above.

If you are holding shares in demat form and had registered on to e-Voting system of LIIPL: https://instavote.linkintime.co.in, and/or voted on an earlier voting of any company then you can use your existing password to login.

If Shareholders holding shares in Demat Form or Physical Form have forgotten password: Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholder is having valid email address, Password will be sent to the shareholders registered e-mail address. Else, shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter)

NOTE: The password is to be used by demat shareholders for voting on the resolutions placed by the company in which they are a shareholder and eligible to vote.

For shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Cast your vote electronically 6. After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote. Select/ View

“Event No” of the company, you choose to vote.

7. On the voting page, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

Cast your vote by selecting appropriate option i.e. Favour / Against as desired.

Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour / Against’. You may also choose the option ‘Abstain’ and the shares held will not be counted under ‘Favour / Against’.

8. If you wish to view the entire Resolution details, click on the ‘View Resolutions’ File Link.


9. After selecting the appropriate option i.e. Favour / Against as desired and you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “YES”, else to change your vote, click on “NO” and accordingly modify your vote.

10. Once you confirm your vote on the resolution, you will not be allowed to modify your vote subsequently.

11. You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.

General Guidelines for shareholders:• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to e-Voting system of

LIIPL: https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’.

• They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

• During the voting period, shareholders can login any number of time till they have voted on the resolution(s) for a particular “Event”.

• Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

• In case the shareholders have any queries or issues regarding e-voting, please refer the Frequently Asked Questions (“FAQs”) and Instavote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or write an email to [email protected] or Call us :- Tel : 022 - 49186000.

Voting at Annual General Meeting:Facility of voting through Ballot Paper shall also be made available at the Meeting. Members attending the Meeting, who have not already cast their vote by e-voting or through Postal Ballot shall be able to exercise their right of casting vote at the Meeting.

Members who have cast their vote by e-voting or through Postal Ballot prior to the Meeting may also attend the Meeting, but shall not be entitled to vote again at the Annual General Meeting.

Appeal to Shareholders: DEMAT

• Pursuant to SEBI notification dated June 8, 2018, transfer of shares in physical mode is prohibited and mandates holding in demat mode except in case of transmission or transposition. Accordingly, Members are requested to convert the physical holding to demat through depository participant. Members may contact the R&T Agent for any assistance in the said process of physical to demat of shares.

REGISTRATION OF NOMINATION AND BANK MANDATE • Registration of nomination makes easy for dependants to access your investments and set out the proportion of your benefits to

the nominees. Registration and / or updation of bank mandate ensures the receipt of dividend and / or any other consideration timely, faster and easier and more important, avoids fraudulent encashment of warrants. Members are requested to submit their bank registration documents i.e. request letter, cancelled cheque and self-attested PAN card & address proof with the Company and/ or depository participants.

General Instructions:• The e-voting period will commence on Sunday, 25th August, 2019 (10.00 a.m.) and ends on Tuesday, 27th August, 2019 (5.00 p.m.)

(both days inclusive). During this period, Members holding shares either in physical form or in dematerialized form, may cast their vote electronically. The e-voting module shall be disabled by LIIPL thereafter. Please note that once the vote on a resolution has been cast, the Members cannot change it subsequently.

• The voting rights of Members shall be in proportion of their shareholding in the total paid-up equity share capital of the Company as on Wednesday, 21st August, 2019.

• A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or of voting at the AGM.


NOTICE

• Any person who acquires shares of the Company and becomes a Member of the Company after the dispatch of this Notice of the Annual General Meeting and holds shares as on the cut-off date i.e. Wednesday, 21st August, 2019, may obtain the login id and password by sending a request at [email protected] or call on 022-49186000.

• A Member can opt for only one mode of voting, i.e. either by e-voting or through Postal Ballot. In case of Member(s) who cast their votes by both modes, then voting done through e-voting shall prevail and the Postal Ballot of that Member shall be treated as invalid.

• Shri P. S. Gupchup, Practicing Company Secretary, Mumbai (Membership No.: ACS 4631 and Certificate of Practice No.:9900) has been appointed by the Company to act as the Scrutinizer to scrutinize the e-voting process as well as voting through Postal Ballot and through Ballot paper at the Meeting, in a fair and transparent manner.

• The Scrutinizer shall immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the Meeting, thereafter unblock the votes cast through e-voting and also count the votes received through Postal Ballot in the presence of atleast two witnesses not in the employment of the Company.

• The Scrutinizer shall within a period of 48 hours from the date of Annual General Meeting submit a consolidated Scrutinizer’s Report of the total votes cast in favour and against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

• The results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website viz., www.lichousing.com and shall be communicated to the Stock Exchanges where the Company’s equity shares are listed and on the website of LIIPL.

• The resolutions shall be deemed to be passed as at the date of the Annual General Meeting subject to the receipt of requisite number of votes.

• In terms of Regulation 44 of the Listing Regulations, 2015, the Company in order to enable its Members, who do not have access to e-voting facility, to send their assent or dissent in writing in respect of the resolutions as set out in this Notice, is enclosing a Ballot Form alongwith this Notice.

• A Member desiring to exercise his / her vote by Postal Ballot shall complete the enclosed Ballot Form with assent (for) or dissent (against) and send it to the Scrutinizer in the enclosed self-addressed pre-paid postage Business Reply Envelope. Postage charges will be borne and paid by the Company. However, in case a Member sends the Ballot Form by courier or registered post or delivers it in person at his expense, such Ballot Forms will also be accepted.

• The Ballot Form, duly completed and signed by the Member(s) should be sent in the enclosed self-addressed pre-paid postage, Business Reply Envelope directly to the Scrutinizer so as to reach the Scrutinizer before the close of working hours on Monday, 26th August, 2019. Any Ballot Form received after the said date shall be treated as if the reply from the Member(s) has not been received.

• All documents referred to in this Notice and Statement setting out material facts and other Statutory Registers are open for inspection by the Members at the Registered Office of the Company between 10.00 a.m. to 12.00 noon on all working days except Saturdays, Sundays and national holidays, from 1st July, 2019 upto Monday, 26th August, 2019.

• For security reasons and for proper conduct of the Meeting, entry to the place of the Meeting will be regulated by the Attendance Slip, which is annexed to the Proxy Form. Members / Proxies are requested to bring their Attendance Slip complete in all respects and signed at the place provided and hand it over at the entrance of the Meeting venue. A route map giving directions to reach the venue of the Thirtieth AGM is given at the end of the Notice.


MEMBERS HOLDING EQUITY SHARES IN ELECTRONIC FORM AND PROXIES THEREOF, ARE REQUESTED TO BRING THEIR DP ID AND CLIENT ID FOR IDENTIFICATION.Details of Directors seeking appointment at the forthcoming Annual General MeetingPursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standards - 2 on General MeetingShri P Koteswara Rao

Name of the Director Shri P Koteswara Rao

DIN 6389741

Date of birth 31st March, 1956 (63 years)

Date of first appointment on the Board 11th June, 2018

Qualifications B.Com., FCA

Expertise Vast experience in the areas of Accounts, Finance, Fund Management, Portfolio Management, Office Services.

Number of meetings of the Board attended during the year Four.

Listed companies (other than LIC Housing Finance Limited) in which Shri P. Koteswara Rao holds directorship and committee membership*

Nil

Remuneration last drawn Sitting fees are paid for every Board and Committee Meetings attended by the Director. Apart from sitting fees, no other remuneration / commission is paid to the Director. For the year ended 31st March, 2019 Sitting Fees paid : ` 8,55,000/-

Details of Remuneration sought to be paid Sitting fees are paid for every Board and Committee Meetings a Director attend. Apart from sitting fees, no other remuneration / commission is sought to be paid to him.

Shareholding in LIC Housing Finance Limited Nil

Relationship between directors inter-se None

Terms and conditions of appointment As displayed on the company’s website: www.lichousing.com\policies & codes.

Shri P Koteswara Rao aged 63 was appointed as Non-Executive Independent Director of the Company by the Board with effect from 11th June, 2018 not liable to retire by rotation as per Section 149(13) of the Companies Act, 2013 which appointment was duly approved by the members at the AGM held on 20th August, 2018. However, considering requirement of fulfilling the criteria of minimum number of non-executive directors liable to retire by rotation, the Board in its prudence at its meeting held on 4th May, 2019 appointed Shri P Koteswara Rao as Non-Independent Director (Non - Executive) liable to retire by rotation.

The Company has received from Shri P Koteswara Rao, his consent to act as Director as such.

The terms and conditions of appointment of Shri P Koteswara Rao as Non Independent Director (Non-Executive) are displayed on the website of the Company under link: www.lichousing.com\policies&codes

Brief ProfileShri P Koteswara Rao is a Fellow member of Institute of Chartered Accountants of India with Bachelor’s Degree in Commerce from Venkateswara University, Tirupati with a vast experience in the areas of Accounts, Finance, Fund Management, Portfolio Management, Office Services etc. He is also NSE Certified Market Professional. He joined LIC of India as Direct Recruit Officer (CA Batch) in the month of February 1986. He has held various responsible positions in senior cadre throughout his career spanning 30 years in various capacities in LIC of India and always added value to his job. He worked as Marketing Manager in the Machilipatnam Division of LIC of India at Andhra Pradesh and went on to become Senior Divisional Manager in the same division. He also worked as Regional Manager (OS) in the Western Zonal Office, as Regional Manager (F&A) in Southern Zone and also as Regional Manager (F&A) in Northern Zone. For a brief period of one year. He was General Manager in LIC Housing Finance Limited in charge of Credit Appraisal and Project Finance before moving to LIC of India in the capacity of Chief (Investment),Central Office, Mumbai.


NOTICE

He had served in the Board of SKS Trust Private Limited as Nominee Director for more than three years.

His hobbies include reading books. He has attended a programme on Strategic leadership at Indian School of Business, Hyderabad.

Global exposure: Shri P Koteswara Rao participated in training programme on Fixed Income Instruments at Asian Institute of Management, Manila, Philippines.

He was one of the speakers in the seminar conducted by Insurance Institute of India on ERM in June 2019

After retiring from LIC of India as Chief (Investment) on 31st March, 2016 he joined Insurance Institute of India as Faculty (Life) and continues to be faculty member.Apart from LIC Housing Finance Limited, Shri P. Koteswara Rao does not hold any directorship in other companies/ bodies corporate/ firms etc.

M R Kumar

Name of the Director Shri M R Kumar

DIN 03628755

Date of birth 13th June, 1961

Date of first appointment on the Board 25th March, 2019

Qualifications BSc., Licentiate

Expertise Insurance management viz., administrative, marketing, group and social securities

Number of meetings of the Board attended during the year Not applicable

Listed companies (other than LIC Housing Finance Limited) in which Shri M. R. Kumar holds directorship and committee membership*

*includes only Audit Committee & Stakeholders’ Relationship Committee

Directorship - IDBI Bank Ltd.Membership / Chairmanship: NIL

Remuneration last drawn Not Applicable

Details of Remuneration sought to be paid Not Applicable

Shareholding in LIC Housing Finance Limited 300



The details of other Directorships, Committee Membership & Chairmanship of Shri M.R. Kumar are as follows:

Sr no.

Name of the Companies/Bodies corporate/firms/Association of individuals

Nature of interest or concern/Change in interest or concern

Shareholding Name of Committee – Member /

Chairman

Date on which interest or

concern arose/changed

1 Life Insurance Corporation of India Chairman Nil Nil 14.03.2019

2 LIC Pension Fund Limited Nominee Director Nil Nil 25.03.2019

3 LIC Cards Services Limited Additional Director 01 Nil 10.04.2019

4 LIC Mutual Fund Asset Management Co. Ltd

Nominee Director & Chairman

Nil Nil 11.04.2019

5 LIC HFL AMC Limited Nominee Director Nil Nil 15.04.2019

6. IDBI Bank Limited Non-Executive and Non-Whole time Chairman

Nil Nil 13.05.2019

Shri M.R. Kumar was appointed as Additional Director and Chairman of the Company by the Board, not liable to retire by rotation with effect from 25th March, 2019 under Sections 161 of the Companies Act, 2013, and holds Office upto the date of the Thirtieth Annual General Meeting of the Company. The Company has received from Shri M.R. Kumar his consent to act as Director.


The terms and conditions of appointment of Shri M. R. Kumar as Director (Non- Executive) of the Company are displayed on the website of the Company under link: www.lichousing.com\policies&codes

Brief Profile of Shri M. R. Kumar is given belowShri M. R. Kumar, took charge as Chairman, LIC of India on 14th March, 2019. He joined LIC of India in 1983 as a Direct Recruit Officer. In a career spanning more than three and a half decades, he has had the unique privilege of heading three Zones of LIC of India , viz, Southern Zone, North Central Zone and Northern Zone, head quartered at Chennai, Kanpur and Delhi, respectively. He headed two prestigious divisions i.e. Ahmedabad in Western Zone and Ernakulum in Southern Zone as Sr. Divisional Manger. He was also Regional Manager (Marketing) and Regional Manager (P&IR) at Kolkata and Chennai respectively.

As an Executive Director he headed the Personnel Department as well as the Pension and Group Insurance vertical of the Corporation. During his tenure several initiatives were rolled out for the benefit of the employees. His rich experience of working pan India, right from North to South and East to West including the heartland states of India while heading Kanpur Zone, has given him a deep insight into the demographics and insurance potential of the country. Moreover, working in different streams of life insurance management viz., administrative, marketing, group and social securities, has given him the twin advantages of enriched knowledge and clarity on processes and procedures in the life insurance industry.

An avid reader, he considers people to be the biggest assets of the organization and firmly believes that tapping their potential and giving them the space to grow has a multifold effect on the growth of the organization. He lives by the adage, that there is no substitute for hard work and sincerity ...and… if there is any,…then it is …more hard work and more sincerity.

Dr. Dharmendra Bhandari

Name of the Director Dr. Dharmendra Bhandari

DIN 00041829

Date of birth 15th September, 1956

Date of first appointment on the Board 19th August, 2014

Qualifications BCom, Phd(Comm), CA

Expertise Finance and banking

Number of meetings of the Board attended during the year seven

Listed companies (other than LIC Housing Finance Limited) in which Dr. Dharmendra Bhandari holds directorship and committee membership**includes only Audit Committee & Stakeholders’ Relationship Committee

Nil

Remuneration last drawn Sitting fees is paid for every Board and Committee Meetings attended by the Director. Apart from sitting fees, no other remuneration / commission is paid to Director. For the year ended 31st March, 2019 Sitting Fees paid : ` 6,65,000/-

Details of Remuneration sought to be paid Sitting fees is paid for every Board and Committee Meetings a Director attend. Apart from sitting fees, no other remuneration / commission is paid to Director.

Shareholding in LIC Housing Finance Limited 500 equity shares of face value of ` 2/- each




NOTICE

Dr. Dharmendra Bhandari aged 62 was appointed as an Independent Director of the Company by the shareholders of the Company at the Twenty Sixth AGM for a period of five consecutive years with effect from 19th August, 2014 upto 18th August, 2019 not liable to retire by rotation. The Board on 1st July, 2019, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the performance evaluation of Dr. Dharmendra Bhandari as a Member of the Board and considering that the continued association of Dr. Dharmendra Bhandari would be beneficial to the Company, proposed to re-appoint Dr. Dharmendra Bhandari as an Independent Director of the Company, not liable to retire by rotation, for second term effective from 19th August, 2019 to 18th August, 2024. Dr. Dharmendra Bhandari has furnished a declaration to the Company under Section 149(7) of the Companies Act, 2013 confirming that he meets the criteria prescribed for Independent Directors under Section 149(6) of the said Act. The Company has received consent from Dr. Dharmendra Bhandari, to act as Director. As required under Section 160(1) of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Dr. Dharmendra Bhandari for the office of a Director.

The terms and conditions of appointment of Dr. Dharmendra Bhandari as Independent Director (Non-Executive) of the Company are displayed on the website of the Company under link: www.lichousing.com\policies&codes

Brief Profile of Dr. Dharmendra Bhandari is given belowDr. Dharmendra Bhandari served as a member of the Faculty of Commerce in the University of Rajasthan, Jaipur. He has a PhD in Commerce and is also a qualified Chartered Accountant. He has more than 30 years of academic and professional experience in the financial sector.

Dr. Bhandari has served as the Sole Consultant to the Joint Parliamentary Committee (JPC) that was set up by the Government of India for Enquiry into Irregularities in Securities and Banking Transactions (1992– 93), where he assisted in writing the report, strengthening the systems and fixing accountability. In 1994, he was appointed as Officer on Special Duty (1994–95) with the Reserve Bank of India, Mumbai. He was also associated with the Department of Supervision for regulation of banks in India, including the overseas operations of Indian Banks and the branches of foreign banks in India, and in setting up market intelligence for surveillance and monitoring of banking system in India. He was also a member of the Central Council of the Institute of Chartered Accountants of India.

Dr. Bhandari has served as Director of Dena Bank, Bank of Maharashtra and Bank of Baroda, JP Morgan Mutual Fund (India) Pvt Ltd, SBI Capital Markets etc. He was also on the Board of several companies such as Tata Timken, Birla Corp, etc.

Apart from his academic pursuits in the fields of economics and finance, Dr. Bhandari has also authored several books, prominent among them being R K Laxman – The Uncommon Man, Mosaic of Faith – Places of Worship in India and Nani Palkhivala, God’s Gift to India (Biography by a friend).

The details of other Directorships, Committee Membership & Chairmanship of Dr. Dharmendra Bhandari are as follows:

Sr no.




Chairman



1. Harmony for Silver Foundation Director Nil Nil 31.08.2006

2. Mandke Foundation Director Nil Nil 30.03.2015

3. Yes Asset Management (India) Pvt. Ltd.

Director Nil Nil 17.10.2017

4. LIC Golden Jubilee Foundation Trustee Nil Nil 22.11.2018

5. Prakash Bhandari Memorial Trust Trustee Nil Nil 25.07.2002

In compliance with the provisions of Sections 149, 152 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made thereunder, and in terms of the applicable provisions of the Listing Regulations, 2015, the re-appointment of Dr. Dharmendra Bhandari as an Independent Director (Non-Executive) is being placed before the shareholders for their approval by way of special resolution. Dr. Dharmendra Bhandari, once appointed will not be liable to retire by rotation in terms of Section 149 (13) of the Act.

The terms and conditions of appointment of Dr. Dharmendra Bhandari shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company up to Monday, 26th August 2019. Dr. Dharmendra Bhandari holds 500 equity shares of the Company.


In the opinion of the Board, Dr. Dharmendra Bhandari fulfills the conditions specified in the Act and the Rules made thereunder, for such appointment.

Upon the confirmation of the appointment of Dr. Dharmendra Bhandari as Independent Director (Non-Executive) by the shareholders of the Company, the appointment shall be formalized by the issue of a letter of appointment by the Company to the said Director.

Shri Kashi Prasad Khandelwal:

Name of the Director Kashi Prasad Khandelwal

DIN 00748523

Date of birth 4th March, 1951

Date of first appointment on the Board 1st July, 2019

Qualifications BCom, LLB, FCA, DISA & CAAT.

Expertise Accounting, auditing, corporate laws, corporate governance, information technology and income tax matters.

Number of meetings of the Board attended during the year Not applicable as inducted on 1st July, 2019

Listed companies (other than LIC Housing Finance Limited) in which Shri Kashi Prasad Khandelwal holds directorship and committee membership* *includes only Audit Committee & Stakeholders’ Relationship Committee

DirectorshipKesoram Industries Ltd.GPT Infraprojects Ltd.Balasore Alloys Ltd.Membership / Chairmanship : Nil

Remuneration last drawn Not Applicable as inducted on Board 01st July,2019

Details of Remuneration sought to be paid No remuneration and / or Commission will be paid. Only sitting fee for attending Board / Committee meeting/s will be paid




Shri Kashi Prasad Khandelwal (DIN-00748523) aged 69 was appointed as Additional Independent Director (Non-Executive) of the Company by the Board under Section 161(1) of the Companies Act, 2013, and holds Office upto the date of the Thirtieth Annual General Meeting of the Company.

Shri Kashi Prasad Khandelwal, Independent Director (Non-Executive) of the Company has furnished a declaration to the Company under Section 149(7) of the Companies Act, 2013 confirming that he meets the criteria prescribed for Independent Directors under Section 149(6) of the said Act. The Company has received from Shri Kashi Prasad Khandelwal, his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri Kashi Prasad Khandelwal for the office of a Director.

In the opinion of the Board, Shri Kashi Prasad Khandelwal fulfills the conditions specified in the Act and the Rules made thereunder for such appointment.

In terms of Section 149(13) of the said Act, Shri Kashi Prasad Khandelwal Independent Director is not liable to retire by rotation.

The matter regarding appointment of Shri Kashi Prasad Khandelwal as Independent Director (Non-Executive) was considered by the Nomination & Remuneration Committee, which has recommended his appointment as an Independent Director (Non-Executive).

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Shri Kashi Prasad Khandelwal as an Independent Director is now being placed before the Members in the Annual General Meeting for the approval.

The terms and conditions of appointment of Shri Kashi Prasad Khandelwal shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company.

Shri Kashi Prasad Khandelwal does not hold any shares of the Company.


NOTICE

Upon the confirmation of the appointment of Shri Kashi Prasad Khandelwal as Independent Director by the Members of the Company, the appointment shall be formalized by the issue of a letter of appointment by the Company to the said Director.

Information as required by the Listing Regulation, 2015 and SS-2 has been given elsewhere in this Notice.

The aforesaid Director is not disqualified from being appointed as a director in terms of Section 164 of the Act. Also he has given his consent and various declarations as per the provisions of the NHB and the Company Act,2013.

Brief Profile of Shri Kashi Prasad Khandelwal is given belowShri Kashi Prasad Khandelwal is a Chartered Accountant by profession for last 42 Years. He was appointed as Financial Audit Consultant by World Bank, Washington, USA in August 2010 for the Emergency Monrovia Urban Sanitation (EMUS) Project, funded for Monrovia City Corporation, Govt. Of Liberia.

Shri Kashi Prasad Khandelwal is associated as a Director with Kesoram Industries Ltd., Balasore Alloys Ltd., GPT Infraprojects Ltd and Cygnet Industries Ltd.

Shri Kashi Prasad Khandelwal was Member of the Central Council of The Institute of Chartered Accountants of India during 1998-2001, 2004-2007 and 2007-2010. During the period he was Chairman, Vice- Chairman and member of various standing and non-standing Committees of ICAI. He was also member of Quality Review Board. He was member of EIRC of the ICAI during 1985-88 and 1988-92. Honorary Secretary, Vice Chairman and Chairman for the year: 1986-87, 1987-88 and 1988-89 respectively. He was Member of SAFA Center of Excellence on Ethics and Independence of Auditors, SAFA Working Group on Best Corporate Governance Practices in South Asian Countries and Committee on Accounting and Auditing Standards of South Asian Federation of Accountants (SAFA) (2009).

He was President of the Association of Corporate Advisors and Executives during the year 1994-95. During the year 1995-96 he was president of the Institute of Internal Auditors, Kolkata Chapter. Also He was president of Direct Taxes Professionals Association and Avantika for year 2014-15 and 2015-16 respectively.

Shri Kashi Prasad Khandelwal has been Hon. Secretary of the Institute of Internal Auditors – India (an affiliated body with its Head Quarter at Florida, U.S.A.). He was associated with Public Sector Banks, Insurance Companies and Public Sector Undertaking like: UCO Bank, LIC of India., Indian Oil Corporation Ltd. etc. as a Central Statutory Auditors & Statutory Auditors. He has been Internal Auditors of Reliance General Insurance Company Limited, Bajaj Allianz Limited, ICICI Limited and DLF Limited etc.

Shri Kashi Prasad Khandelwal is a faculty for training programmes organized by the Ministry of Textiles and Ministry of Company Affairs, Government of India. Also a prolific speaker on prime subjects such as Union Budget, Service Tax, Accounting, Auditing, Corporate Laws, Corporate Governance, Professional Ethics, Information Technology and Income Tax matters.

He is actively involved with various social organizations. He has to his credit recognition as a Past President and District Cabinet Secretary of Lions Club of Kolkata (Park Street), Dist. 322B and awarded certificate of appreciation from Lions Clubs International. He is Life member of Nagrik Swasthya Sangh, a social service organization. He is also associated with Friends of Tribals Society (FTS), a leading organization carrying out various social activities.

Shri Kashi Prasad Khandelwal was awarded SAMAJ BHUSHAN by Khandelwal Vaisya Mahasabha.

The details of other Directorships, Committee Membership & Chairmanship of Shri Kashi Prasad Khandelwal are as follows:

Sr no.




Chairman



1. Kesoram Industries Ltd. Director Nil Nil 11.07.2012

2. Balasore Alloys Ltd Director Nil Nil 25.09.2008

3. GPT Infraprojects Ltd Director Nil Nil 18.08.2017

4. Cygnet Industries Ltd. Director Nil Nil 28.03.2019

5. K. Khandelwal & Co., Chartered Accountants

Proprietor Nil Nil 12.08.1977

6. G.M. Khandelwal Charitable Trust Trustee Nil Nil 14.02.1994


Shri Sanjay Kumar Khemani:

Name of the Director Sanjay Kumar Khemani

DIN 0007218

Date of birth 1st January, 1968


Qualifications BCom, FCA, ACS & DISA (ICAI).

Expertise Finance, banking, corporate and taxation law


Listed companies (other than LIC Housing Finance Limited) in which Shri Sanjay Kumar Khemani holds directorship and committee membership**includes only Audit Committee & Stakeholders’ Relationship Committee

Nil






Shri Sanjay Kumar Khemani (DIN-0007218) aged 52 was appointed as Additional Non Independent Director (Non-Executive) of the Company by the Board of Directors with effect from 1st July, 2019 liable to retire by rotation.

The Company has received from Shri Sanjay Kumar Khemani , his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri Sanjay Kumar Khemani for the office of a Director.

In the opinion of the Board, Shri Sanjay Kumar Khemani fulfills the conditions specified in the Act and the Rules made thereunder for such appointment.

In compliance with the provisions of Section 161 read with relevant rules of the Act, the appointment of Shri Sanjay Kumar Khemani as an Non Independent Director (Non-Executive) is now being placed before the Members in the Annual General Meeting for approval.

The terms and conditions of appointment of Shri Sanjay Kumar Khemani shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company.

Shri Sanjay Kumar Khemani does not hold any shares of the Company.


The aforesaid Director is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013. He has also given his consent and various declarations as per the provisions of the NHB and the Company Act, 2013.

Brief Profile of Shri Sanjay Kumar Khemani is given belowCA Sanjay Kumar Khemani, aged 52 years, is a Practicing Chartered Accountant. He stood first in the Western Region in CA intermediate exam and stood first in India in CA final exam and was awarded gold medal and various prizes and was also adjudged as the best student of the year. Shri Sanjay Kumar Khemani is also a qualified Company Secretary and is diploma holder in Information System Audit. Further he has passed certificate course on Portfolio Management from IIM, Ahmedabad on Valuation from ICAI and on Forensic Accounting and Fraud Prevention from ICAI.

He has been the Chairman of the Executive Committee of the ARCIL for 4 years, a premier asset reconstruction company set up by SBI, PNB, ICICI and IDBI and has been Audit Committee Chairman of the ARCIL for 6 years.


NOTICE

He had worked with IDBI for 2 years in project finance department and taxation department and thereafter since 1992 has been in practice. He is a senior partner of reputed firm M/s. M M Nissim & Co.

Shri Sanjay Kumar Khemani has rich experience in Assurance practice of financial services industry, financial consultancy, corporate advisory and indirect taxation. He is heading financial services practice of the firm since more than 20 years and has handled various prestigious assignments. He has vast experience in raising resources which includes long term debt finance, IPO and working capital financing. Over the years, he has gained experience in raising finance for clients in industries operating both in public sector and private sector and operating in different sectors like manufacturing, infrastructure sector (port, SEZ, road, railways, airport) hospitality, reality, telecom, shipping etc.

He has addressed seminars on the professional subjects and has been part of study group for guidance note on Bank Audit and has also contributed to the official Journal of the ICAI. Shri Sanjay Kumar Khemani is presently nominated member on the Research Committee of ICAI and has been member of various sub-groups formed by ICAI on technical matters.

The details of other Directorships, Committee Membership & Chairmanship of Shri Sanjay Kumar Khemani are as follows:

Sr no.




Chairman



1. M. M. Nissim & Co. Partner 18.44% Nil 01.10.2000

2. Bharat Vikas Parishad Konkan Prant Charitable Trust

Trustee Nil Nil 01.01.2018

3. Khemani Brothers* Partner - Nil 01.01.2018

4. Akruti Tradvest Pvt. Ltd** Shareholder <2% Nil

5. Indrajeet Sales Pvt. Ltd** Shareholder <2% Nil

*Wife is also a partner, **Wife, children, sister and brothers are interested as shareholder and/or directors.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.Item No. 3Shri P Koteswara Rao was appointed as Independent Director (Non-Executive) of the Company by the Board of Directors with effect from 11th June, 2018 not liable to retire by rotation as per Section 149(13) of the Companies Act, 2013 which was duly approved by the members of the Company at the AGM held on 20th August, 2018. However, considering requirement of fulfilling the criteria of minimum number of non-executive director liable to retire by rotation, the Board in its prudence at its meeting held on 4th May, 2019 appointed Shri P Koteswara Rao as Non-Independent Director (Non-Executive) liable to retire by rotation.

The Company has received consent from Shri P Koteswara Rao (DIN-6389741), to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri P Koteswara Rao for the office of a Director.

In the opinion of the Board, Shri P Koteswara Rao fulfills the conditions specified in the Act and the Rules made thereunder for such appointment.

The terms and conditions of appointment of Shri P Koteswara Rao shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company up to Monday, 26th August,2019.

Shri P Koteswara Rao does not hold any shares of the Company.


The aforesaid Director is not disqualified from being appointed as a director in terms of Section 164 of the Act. He, has also given his consent and various declarations as per the provisions of the NHB Directions and the Companies Act, 2013.

The Board, accordingly, recommends the resolution at Item No.3 of this Notice for approval of the Members.

None of the Directors, except Shri P Koteswara Rao Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the Resolution.


Item No. 4 Based on the proposition of the Audit Committee, the Board of Directors in its meeting held on 1st July, 2019 has recommended for approval of the members to the appointment of M/s. Gokhale & Sathe, Chartered Accountants, Mumbai (Registration No.: 103264W) and M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai (Registration No.: 101851W) as Joint Statutory Auditors of the Company for a term of five consecutive years at this Thirtieth Annual General Meeting of the Company held to be on 28th

August, 2019, to hold office as such until the conclusion of the Thirty Fifth Annual General Meeting of the Company for the purpose of audit of the Company’s accounts at the Corporate Office along with consolidated accounts as well as at all the Back Offices to be allotted between the Joint Statutory Auditors in consultation with the management on a remuneration of ` 26,20,000/- each plus applicable taxes / cess on the said remuneration per annum. The first year of audit will be of the financial statements for the year ending 31st March, 2020, which will include, inter alia, the audit of the quarterly financial statements for the year commencing from quarter ended June 2019. The proposed Joint Statutory Auditors will also conduct limited review of quarterly financial results ended from September 2019.

As per the provisions of Section 139 of the Companies Act, 2013, the said appointment is required to be ratified by the Members at every intermittent Annual General Meetings.

M/s. Gokhale & Sathe, Chartered Accountants, Mumbai (Registration No.: 103264W) and M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai (Registration No.: 101851W) have consented to the said appointment and issued a certificate to the effect that the appointment, if approved, shall be in accordance with the conditions as prescribed in Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

Fees payable to M/s. Gokhale & Sathe, Chartered Accountants, Mumbai (Registration No.: 103264W) and M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai (Registration No.: 101851W) : ` 26,20,000/- each plus applicable taxes / cess per annum.

Terms of appointment:

• The appointment would be for a term of 5 years from the conclusion of thirtieth Annual General Meeting of the Company to be held on 28th August, 2019 until the conclusion of thirty fifth Annual General Meeting subject to the ratification of the shareholders at every intermittent Annual General Meetings.

• The Audit firm will jointly carrying out their assignment with the other joint auditors as per scope of statutory audit prescribed by the Companies Act, 2013, NHB Act, SEBI Act, the ICAI Act and any other Act as may be applicable and rules, regulations, directions etc. as may be applicable thereunder.

• The scope of the Joint Audit Assignment with regard to distribution and work allocation would be determined in consultation with the Joint Statutory Auditors and the Company and would be required to be rotated at such intervals as may be determined by the Company from time to time.

• The Joint Audit Firms will be required to work in consultation with the retiring auditors in order to ensure smooth transition.

• The Joint Statutory Auditors will carry out their audit in accordance with notified IND-AS standards and Standards on Auditing as prescribed by the ICAI.

• The Joint Statutory Auditors will provide their report as required by the Companies Act, 2013, NHB Act, SEBI Act and any other Act/s as may be applicable and rules, regulations and directions as may be applicable thereunder.

• The Joint Statutory Auditors will be required to submit their Limited Review Report within 15 days from the end of the quarter or such other time as may be prescribed by the Company from time to time.

• The Joint Statutory Auditors shall be required to submit their Annual Audit report within 20 days from the end of the financial or such other time as may be prescribed by the Company from time to time.

• The Joint Statutory Auditors shall have to provide any certificate as covered under their scope within 3 days from the date of communication in writing by the Company or such other period as may be determined mutually by the Company and the Joint Auditors specifically for separate categories of certificates.

• The Joint Statutory Auditor Firms shall adhere to the professional ethics standards prescribed by the ICAI.

• The Joint Statutory Auditors shall have to maintain independence and transparency in operations.

• The Joint Statutory Auditors shall adhere to the various policies adopted by the Company with regard to Corporate Disclosure, prevention of leakage of Unpublished Price Sensitive information, determination of legitimate purpose etc.

• The Joint Auditors shall maintain strict confidentiality in their operations and shall not disclose any information which comes to their possession during the course of their audit unless otherwise required by any law.


NOTICE

Any material change in the fee payable to such auditor from that paid to the outgoing auditor alongwith the rationale for such change: Nil, However, it may be mentioned here that

• The Annual Remuneration of ` 52.40 lakhs plus applicable taxes / cess would be equally distributed amongst each of the joint statutory auditors and each Audit firm will be entitled to receive ` 26.20 lakhs plus applicable taxes / cess per annum.

• The fees mentioned above will be paid in four equal instalments which would be payable within 15 days from the date of the quarterly limited review reports and annual statutory audit report.

• The fees will be paid on the provision of the invoice raised on the ISD GST Registration number of the Company i.e. 27AAACL1799C2ZI.

• The Audit fees will be subject to TDS @ 10% U/s. 194 J of the Income-tax Act, 1961.

Basis of recommendation for appointment and credentials of the statutory auditors:

• Considering their competency, experience, team size and knowledge & expertise of notified Ind AS and relevant factors.

Pursuant to the recommendation of the Audit Committee of Directors, the Board accordingly, recommends the appointment of M/s. Gokhale & Sathe, Chartered Accountants, Mumbai (Registration No.: 103264W) and M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai (Registration No.: 101851W) as Joint Statutory Auditors of the Company as set out at Item No.4 of this Notice, for approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the said Resolution.

Item No.5In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities including NCDs under the Companies Act, 2013 only with the prior approval of its shareholders by way of a special resolution. The Companies (Prospectus and Allotment of Securities) Rules, 2014, further provides that the said special resolution must be passed in respect of all offers / invitations for subscribing the NCDs to be issued during a year and such a special resolution is required to be passed every year.

The NCDs proposed to be issued by the Company for cash may be either at par or premium or at a discount to face value depending upon the prevailing market conditions at the time of issues.

Accordingly, the approval of the Members is being sought by way of special resolution as set out at Item No.5 of this Notice, authorising the Board to issue NCDs and / or any other hybrid instruments which can be classified as being Tier II capital under the provisions of the Housing Finance Companies (NHB) Directions, 2010, upto an aggregate amount not exceeding ` 49,500/- Crore (Rupees Forty Nine Thousand Five Hundred Crore only) on a private placement basis during a period commencing from the date of this Meeting upto the date of next Annual General Meeting.

The Board, accordingly, recommends the passing of the special resolution as set out at Item No.5 of this Notice, for the approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the said Resolution.

Item No.6Shri M.R. Kumar was appointed as Additional Director and Chairman of the Company by the Board of Directors with effect from 25th March, 2019 under Sections 161 of the Companies Act, 2013, and holds Office upto the date of the Thirtieth Annual General Meeting of the Company. The Company has received from Shri M.R. Kumar his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri M.R. Kumar for the office of a Director.

The terms and conditions of his appointment shall be determined from time to time by LIC of India and the Board of LIC Housing Finance Limited which will be within the limit as prescribed by the Companies Act, 2013. His appointment as Chairman shall be without prejudice to his continuing service in LIC of India.

None of the Directors, except Shri M.R. Kumar, or Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the said Resolution.


Item No. 7Dr. Dharmendra Bhandari aged 62 was appointed as an Independent Director of the Company by the shareholders of the Company at the Twenty Sixth AGM for a period of five consecutive years with effect from 19th August, 2014 upto 18th August, 2019 not liable to retire by rotation. The Board on 1st July, 2019, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the performance evaluation of Dr. Dharmendra Bhandari as a Member of the Board and considering that the continued association of Dr. Dharmendra Bhandari would be beneficial to the Company, proposed to re-appoint Dr. Dharmendra Bhandari as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, for a second term effective from 19th August, 2019 to 18th August, 2024. Dr. Dharmendra Bhandari has furnished a declaration to the Company under Section 149(7) of the Companies Act, 2013 confirming that he meets the criteria prescribed for Independent Directors under Section 149(6) of the said Act. The Company has received consent from Dr. Dharmendra Bhandari, to act as Director. As required under Section 160(1) of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Dr. Dharmendra Bhandari for the office of a Director.

The terms and conditions of appointment of Dr. Dharmendra Bhandari as Independent Director (Non-Executive) of the Company are displayed on the website of the Company under link: www.lichousing.com\policies&codes

Name of the Director Dr. Dharmendra Bhandari

DIN 00041829

Date of birth 15th September, 1956

Date of first appointment on the Board 19th August, 2014

Qualifications BCom, Phd(Comm), CA

Expertise Finance and banking

Number of meetings of the Board attended during the year seven

Listed companies (other than LIC Housing Finance Limited) in which Dr. Dharmendra Bhandari holds directorship and committee membership**includes only Audit Committee & Stakeholders’ Relationship Committee

Nil

Remuneration last drawn Sitting fees is paid for every Board and Committee Meetings attended by the Director. Apart from sitting fees, no other remuneration / commission is paid to Director. For the year ended 31st March, 2019 Sitting Fees paid : ` 6,65,000/-

Details of Remuneration sought to be paid Sitting fees is paid for every Board and Committee Meetings the Director attend. Apart from sitting fees, no other remuneration / commission is paid to the Director.

Shareholding in LIC Housing Finance Limited 500 equity shares of face value of ` 2/- each



Brief Profile of Dr. Dharmendra Bhandari is given below

Dr. Dharmendra Bhandari served as a member of the Faculty of Commerce in the University of Rajasthan, Jaipur. He has a PhD in Commerce and is also a qualified Chartered Accountant. He has more than 30 years of academic and professional experience in the financial sector.

Dr. Bhandari has served as the sole consultant to the Joint Parliamentary Committee (JPC) that was set up by the Government of India for Enquiry into Irregularities in Securities and Banking Transactions (1992 – 93), where he assisted in writing the report, strengthening the systems and fixing accountability. In 1994, he was appointed as Officer on Special Duty (1994–95) with the Reserve Bank of India, Mumbai. He was also associated with the Department of Supervision for regulation of banks in India, including the overseas operations of Indian Banks and the branches of foreign banks in India, and in setting up market intelligence for surveillance and monitoring of banking system in India. He was also a member of the Central Council of the Institute of Chartered Accountants of India.


NOTICE

Dr. Bhandari has served as Director of Dena Bank, Bank of Maharashtra and Bank of Baroda, JP Morgan Mutual Fund (India) Pvt Ltd, SBI Capital Markets, etc. He was also on the Board of several companies such as Tata Timken, Birla Corp, etc.

Apart from his academic pursuits in the fields of economics and finance, Dr. Bhandari has also authored several books, prominent among them being R K Laxman – The Uncommon Man, Mosaic of Faith – Places of Worship in India and Nani Palkhivala, God’s Gift to India (Biography by a friend).

The details of other Directorships, Committee Membership & Chairmanship of Dr. Dharmendra Bhandari are as follows:

Sr no.




Chairman



1. Harmony for Silver Foundation Director Nil Nil 31.08.2006

2. Mandke Foundation Director Nil Nil 30.03.2015

3. Yes Asset Management (India) Pvt. Ltd.

Director Nil Nil 17.10.2017

4. LIC Golden Jubilee Foundation Trustee Nil Nil 22.11.2018

5. Prakash Bhandari Memorial Trust Trustee Nil Nil 25.07.2002

In compliance with the provisions of Sections 149, 152 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made thereunder, and in terms of the applicable provisions of the Listing Regulations, 2015, the re-appointment of Dr. Dharmendra Bhandari as an Independent Director is being placed before the shareholders for their approval by way of special resolution. Dr. Dharmendra Bhandari, once appointed will not be liable to retire by rotation.

The terms and conditions of appointment of Dr. Dharmendra Bhandari shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company up to Monday, 26th August 2019. Dr. Dharmendra Bhandari holds 500 equity shares of the Company.

In the opinion of the Board, Dr. Dharmendra Bhandari fulfills the conditions specified in the Act and the Rules made thereunder, for such appointment.

In terms of Section 149(13) of the said Act, Independent Director is not liable to retire by rotation.

Upon the confirmation of the appointment of Dr. Dharmendra Bhandari as Independent Director by the shareholders of the Company, the appointment shall be formalized by issuing a letter of appointment by the Company to the said Director.

The Board accordingly, recommends the special resolution at Item No.7 of this Notice for approval of the Members.

None of the Directors, except Dr. Dharmendra Bhandari or Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the Resolution.

Item No. 8Shri Kashi Prasad Khandelwal (DIN-00748523) aged 69 was appointed as Additional Independent Director of the Company by the Board of Directors under Section 161(1) of the Companies Act, 2013, and holds Office upto the date of the Thirtieth Annual General Meeting of the Company.

Shri Kashi Prasad Khandelwal Independent Director (Non-Executive) of the Company has furnished a declaration to the Company under Section 149(7) of the Companies Act, 2013 confirming that he meets the criteria prescribed for Independent Directors under Section 149(6) of the said Act. The Company has received from Shri Kashi Prasad Khandelwal (DIN-00748523), his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri Kashi Prasad Khandelwal for the office of a Director.

In the opinion of the Board, Shri Kashi Prasad Khandelwal fulfills the conditions specified in the Act and the Rules made thereunder for such appointment.


In terms of Section 149(13) of the said Act, Shri Kashi Prasad Khandelwal Independent Director (Non-Executive) is not liable to retire by rotation.

The matter regarding appointment of Shri Kashi Prasad Khandelwal as Independent Director (Non-Executive) was considered by the Nomination & Remuneration Committee, which has recommended his appointment as an Independent Director (Non-Executive).

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Shri Kashi Prasad Khandelwal as an Independent Director is now being placed before the Members in the Annual General Meeting for the approval.

The terms and conditions of appointment of Shri Kashi Prasad Khandelwal shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company.

Shri Kashi Prasad Khandelwal does not hold any shares of the Company.

Upon the confirmation of the appointment of Shri Kashi Prasad Khandelwal as an Independent Director by the Members of the Company, the appointment shall be formalized by the issue of a letter of appointment by the Company to the said Director.

The aforesaid Director is not disqualified from being appointed as a director in terms of Section 164 of the Act. He, has also given his consent and various declarations as per the provisions of the NHB Directions and the Company Act,2013.

The Board, accordingly, recommends the resolution at Item No.8 of this Notice for approval of the Members.

None of the Directors, except Shri Kashi Prasad Khandelwal (DIN-00748523), Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the Resolution.

Name of the Director Kashi Prasad Khandelwal

DIN 00748523

Date of birth 4th March, 1951


Qualifications BCom, LLB, FCA, DISA & CAAT.

Expertise Accounting, auditing, corporate laws, corporate governance, information technology and income tax matters.


Listed companies (other than LIC Housing Finance Limited) in which Shri Kashi Prasad Khandelwal holds directorship and committee membership**includes only Audit Committee & Stakeholders’ Relationship Committee

Directorship

Kesoram Industries Ltd.

GPT Infraprojects Ltd.

Balasore Alloys Ltd.

Membership / Chairmanship : Nil







NOTICE

Brief Profile of Shri Kashi Prasad Khandelwal is given below

Shri Kashi Prasad Khandelwal is Chartered Accountant by profession for last 42 Years. He was appointed as Financial Audit Consultant by World Bank, Washington, USA in August 2010 for the Emergency Monrovia Urban Sanitation (EMUS) Project, funded for Monrovia City Corporation, Govt. Of Liberia.

Shri Kashi Prasad Khandelwal is associated as a Director with Kesoram Industries Ltd., Balasore Alloys Ltd., GPT Infraprojects Ltd and Cygnet Industries Ltd.

Shri Kashi Prasad Khandelwal was Member of the Central Council of The Institute of Chartered Accountants of India during 1998-2001, 2004-2007 and 2007-2010. During the period he was Chairman, Vice- Chairman and member of various standing and non-standing Committees of ICAI. He was also member of Quality Review Board. He was member of EIRC of the ICAI during 1985-88 and 1988-92 & Honorary Secretary, Vice Chairman and Chairman for the year: 1986-87, 1987-88 and 1988-89 respectively. He was Member of SAFA Center of Excellence on Ethics and Independence of Auditors, SAFA Working Group on Best Corporate Governance Practices in South Asian Countries and Committee on Accounting and Auditing Standards of South Asian Federation of Accountants (SAFA) (2009).

He was President of the Association of Corporate Advisors and Executives during the year1994-95. During the year 1995-96 he was president of the Institute of Internal Auditors, Kolkata Chapter. Also He was president of Direct Taxes Professionals Association and Avantika for year 2014-15 and 2015-16 respectively.

Shri Kashi Prasad Khandelwal has been Hon. Secretary of the Institute of Internal Auditors – India (an affiliated body with its Head Quarter at Florida, U.S.A.). He was associated with Public Sector Banks, Insurance Companies and Public Sector Undertaking like: UCO Bank, LIC of India., Indian Oil Corporation Ltd. etc. as a Central Statutory Auditors & Statutory Auditors. He has been Internal Auditors of Reliance General Insurance Company Limited, Bajaj Allianz Limited, ICICI Limited and DLF Limited etc.

Shri Kashi Prasad Khandelwal is a faculty for training programmes organized by the Ministry of Textiles and Ministry of Company Affairs, Government of India. Also a prolific speaker on prime subjects such as Union Budget, Service Tax, Accounting, Auditing, Corporate Laws, Corporate Governance, Professional Ethics, Information Technology and Income Tax matters.

He is actively involved with various social organizations. He has to his credit recognition as a Past President and District Cabinet Secretary of Lions Club of Kolkata (Park Street), Dist. 322B and awarded certificate of appreciation from Lions Clubs International. He is Life member of Nagrik Swasthya Sangh, a social service organization. He is also associated with Friends of Tribals Society (FTS), a leading organization carrying out various social activities.

Shri Kashi Prasad Khandelwal was awarded SAMAJ BHUSHAN by Khandelwal Vaisya Mahasabha.

The details of other Directorships, Committee Membership & Chairmanship of Shri Kashi Prasad Khandelwal are as follows:

Sr no.




Chairman



1. Kesoram Industries Ltd. Director Nil Nil 11.07.2012

2. Balasore Alloys Ltd Director Nil Nil 25.09.2008

3. GPT Infraprojects Ltd Director Nil Nil 18.08.2017

4. Cygnet Industries Ltd. Director Nil Nil 28.03.2019

5. K. Khandelwal & Co., Chartered Accountants

Proprietor Nil Nil 12.08.1977

6. G.M. Khandelwal Charitable Trust Trustee Nil Nil 14.02.1994


Item No. 9Shri Sanjay Kumar Khemani (DIN-0007218) aged 52 was appointed as Additional Non Independent Director (Non-Executive) of the Company by the Board of Directors with effect from 1st July, 2019 liable to retire by rotation.

The Company has received from Shri Sanjay Kumar Khemani, his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri Sanjay Kumar Khemani for the office of a Director.

In the opinion of the Board, Shri Sanjay Kumar Khemani fulfills the conditions specified in the Act and the Rules made thereunder for such appointment.

In compliance with the provisions of Section 161 read with relevant rules of the Act, the appointment of Shri Sanjay Kumar Khemani (DIN-0007218) as an Non Independent Director (Non-Executive) is now being placed before the Members in the Annual General Meeting for the approval.

The terms and conditions of appointment of Shri Sanjay Kumar Khemani shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company.

Shri Sanjay Kumar Khemani (DIN-0007218) does not hold any shares of the Company.

The aforesaid Director is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013. He has also given his consent and various declarations as per the provisions of the NHB and the Company Act, 2013.

The Board, accordingly, recommends the ordinary resolution at Item No.9 of this Notice for approval of the Members.

None of the Directors, except Shri Sanjay Kumar Khemani, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the Resolution.

Name of the Director Sanjay Kumar Khemani

DIN 0007218

Date of birth 1st January, 1968


Qualifications BCom, FCA, ACS & DISA (ICAI).

Expertise Finance, banking, corporate and taxation law


Listed companies (other than LIC Housing Finance Limited) in which Shri Sanjay Kumar Khemani holds directorship and committee membership* *includes only Audit Committee & Stakeholders’ Relationship Committee

Nil







NOTICE

Brief Profile of Shri Sanjay Kumar Khemani is given below

CA Sanjay Kumar Khemani, aged 52 years, is a Practicing Chartered Accountant. He stood first in the Western Region in CA intermediate exam and stood first in India in CA final exam and was awarded gold medal and various prizes and was also adjudged as the best student of the year. Shri Sanjay Kumar Khemani is a qualified Company Secretary and is diploma holder in Information System Audit. He has also passed certificate course on Portfolio Management from IIM, Ahmedabad, on Valuation from ICAI and on Forensic Accounting and Fraud Prevention from ICAI.

He has been the Chairman of the Executive Committee of the ARCIL for 4 years, a premier asset reconstruction company set up by SBI, PNB, ICICI and IDBI and has been Audit Committee Chairman of the ARCIL for 6 years.

He had worked with IDBI for 2 years in project finance department and taxation department and thereafter since 1992 has been in practice. He is a senior partner of reputed firm M/s. M M Nissim & Co.

Shri Sanjay Kumar Khemani has rich experience in Assurance practice of financial services industry, financial consultancy, corporate advisory and indirect taxation. He is heading financial services practice of the firm since more than 20 years and has handled various prestigious assignments. He has vast experience in raising resources which include long term debt finance, IPO and working capital financing. Over the years, he has gained experience in raising finance for clients in industries operating both in public sector and private sector and operating in different sectors like manufacturing, infrastructure sector (port, SEZ, road, railways, airport) hospitality, reality, telecom, shipping etc.

He has addressed seminars on the professional subjects and has been part of study group for guidance note on Bank Audit and has also contributed to the official Journal of the ICAI. Shri Sanjay Kumar Khemani is presently nominated member on the Research Committee of ICAI and has been member of various sub-groups formed by ICAI on technical matters.

The details of other Directorships, Committee Membership & Chairmanship of Shri Sanjay Kumar Khemani are as follows:

Sr no.




Chairman



1. M. M. Nissim & Co. Partner 18.44% Nil 01.10.2000

2. Bharat Vikas Parishad Konkan Prant Charitable Trust

Trustee Nil Nil 01.01.2018

3. Khemani Brothers* Partner - Nil 01.01.2018

4. Akruti Tradvest Pvt. Ltd** Shareholder <2% Nil

5. Indrajeet Sales Pvt. Ltd** Shareholder <2% Nil

*Wife is also a partner, **Wife, children, sister and brothers are interested as shareholder and/or directors

Item No. 10In terms of the provisions of Section 180(1)(c) of the Companies Act, 2013, the Members of the Company at the Twenty Ninth Annual General Meeting held on 20th August, 2018 had granted its approval by way of a special resolution to the Board of Directors of the Company to borrow, from time to time, such sums of money as they may deem necessary for the purpose of the business of the Company upto limit of ` 3,00,000/- crore (Rupees Three Lakh Crore only).

Keeping in view, the increasing business activities of the Company, and the need to augment the resources, the Company will be requiring to borrow monies in excess of the paid up capital and free reserves as well as earlier approved limits of ` 3,00,000/- Crore (Rupees Three Lakh Crore only). Accordingly, your Directors propose to increase the limit from ̀ 3,00,000/- crore (Rupees Three Lakh Crore only) as approved at the Twenty Ninth Annual General Meeting held on 20th August, 2018 to ̀ 4,00,000/- crore (Rupees Four Lakh Crore only).


As per the provisions of Section 180(1)(a) of the Companies Act, 2013, the Board of Directors of the Company shall not, without the consent of the Members of the company accorded at the General Meeting by means of a special resolution, sell, lease or otherwise dispose of the whole or substantially the whole of its undertaking.

For the purpose of its business operations, the Company raises resources, inter alia, by borrowing monies from time to time from various persons, firms, bodies corporate, banks, financial institutions etc. These borrowings are secured by promissory notes and / or negative liens / pledges on the assets and properties of the Company coupled with power of attorney in favour of such lenders.

Further, in the light of the provisions of Section 180(1)(c) of the Companies Act, 2013, the Company seeks to obtain approval from its Members by means of a Special Resolution.

Your Directors therefore recommend passing of Special Resolution as set out in the resolution at Item No.10.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the said Resolution.

By Order and on behalf of the Board NITIN K. JAGE

General Manager (Taxation) &

Company Secretary

1st July, 2019

Registered Office:

Bombay Life Building, 2nd Floor,

45/47, Veer Nariman Road,

Mumbai - 400 001.

CIN : L65922MH1989PLC052257

Website: www.lichousing.com

Phone No.:+91 22 22178611

Fax No.:+91 22 22178777 Email: [email protected]

THIS PAGE IS INTENTIONALLY LEFT BLANK


ROUTE MAP TO THE VENUE OF THE AGM

THIS PAGE IS INTENTIONALLY LEFT BLANK

NOTICE · Companies Act, 2013, and the Rules made thereunder, including any amendment,...

Documents

Transcript of NOTICE · Companies Act, 2013, and the Rules made thereunder, including any amendment,...